Operating Agreement Template Incorporation

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: LLC-OPER-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: [State/Province], [Country]

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1. STATUTORY & LEGAL COMPLIANCE NOTICE

DISCLAIMER: This template is provided for informational and architectural purposes only and does not constitute attorney-client privilege or specific legal advice. Corporate laws (e.g., Delaware General Corporation Law, Revised Uniform Limited Liability Company Act) vary significantly by jurisdiction. Users are strictly advised to have this document reviewed by qualified local legal counsel to ensure compliance with specific state statutes, tax regulations, and internal governance requirements.

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2. PARTIES & RECITALS

This Operating Agreement (the "Agreement") is entered into as of the Effective Date by and among the Members identified below:

Company Name: [Company Full Legal Name] (the "Company")
Registered Office Address: [Principal Address]
Initial Capital Contribution: [Amount in USD]

Members:

1. [Member A Legal Name], residing at [Address] (“Member A”)
2. [Member B Legal Name], residing at [Address] (“Member B”)

WHEREAS, the Members desire to form a Limited Liability Company under the laws of [Governing Jurisdiction] and set forth their rights, duties, and obligations in this Agreement.

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3. OPERATIVE CLAUSES

ARTICLE I: FORMATION AND PURPOSE

Section 1.1 Formation. The Company has been formed as a limited liability company pursuant to the filing of a Certificate of Formation with the Secretary of State of [Governing Jurisdiction]. Section 1.2 Purpose. The Company is formed to engage in any lawful act or activity for which a limited liability company may be organized under the laws of the governing jurisdiction.

ARTICLE II: CAPITAL CONTRIBUTIONS AND ACCOUNTS

Section 2.1 Capital Contributions. Each Member shall contribute the initial capital amount set forth in the records of the Company. No interest shall accrue on any capital contribution. Section 2.2 Capital Accounts. A separate capital account shall be maintained for each Member in accordance with Internal Revenue Code Section 704(b).

ARTICLE III: ALLOCATIONS AND DISTRIBUTIONS

Section 3.1 Allocations. Profits and losses shall be allocated to the Members in proportion to their respective percentage interests in the Company. Section 3.2 Distributions. Distributions shall be made at such times and in such amounts as determined by the Manager(s), subject to applicable solvency requirements under state law.

ARTICLE IV: MANAGEMENT

Section 4.1 Management Authority. The business and affairs of the Company shall be managed by a Manager (the "Manager"). The initial Manager shall be [Name]. Section 4.2 Duties of Manager. The Manager shall owe the Company and its Members the fiduciary duties of loyalty and care.

ARTICLE V: INTELLECTUAL PROPERTY & WORK MADE FOR HIRE

Section 5.1 Ownership. All work product, inventions, designs, and intellectual property created by the Members or employees in the scope of Company business ("Company IP") shall be deemed "Work Made for Hire" and shall be the sole and exclusive property of the Company. Each Member hereby irrevocably assigns all rights, title, and interest in such Company IP to the Company.

ARTICLE VI: CONFIDENTIALITY

Section 6.1 Non-Disclosure. Members agree to maintain the confidentiality of all non-public information concerning the Company, including trade secrets, financial data, and business strategies. This obligation survives the termination of this Agreement or a Member’s withdrawal.

ARTICLE VII: TERM AND TERMINATION

Section 7.1 Term. The Company shall continue in perpetuity unless dissolved upon the unanimous vote of the Members or by operation of law. Section 7.2 Termination of Membership. A Member may withdraw upon [Number] days’ written notice. The Company may terminate a Member for "Cause" (as defined herein) upon a majority vote of the remaining Members.

ARTICLE VIII: INDEMNIFICATION AND LIABILITY

Section 8.1 Limitation of Liability. To the fullest extent permitted by law, no Manager or Member shall be liable to the Company for any loss, damage, or claim incurred by reason of any act or omission performed in good faith on behalf of the Company. Section 8.2 Indemnification. The Company shall indemnify and hold harmless any person made a party to a proceeding by reason of their status as a Member or Manager, provided their actions were in good faith and not involving gross negligence or willful misconduct.

ARTICLE IX: DISPUTE RESOLUTION

Section 9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Governing Jurisdiction]. Section 9.2 Arbitration. Any dispute arising out of this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [City, State].

ARTICLE X: MISCELLANEOUS

Section 10.1 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable. Section 10.2 Entire Agreement. This Agreement constitutes the entire agreement among the Members regarding the subject matter hereof and supersedes all prior agreements.

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4. EXECUTION

FOR [COMPANY FULL LEGAL NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Company: [Company Legal Name] Date: [Date]

FOR [MEMBER / COUNTERPARTY NAME]: Signature: _____________________________________ Printed Name: [Authorized Signatory Name] Title: [Title / Role] Date: [Date]

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5. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Utilize "Find and Replace" (Ctrl+H) in your word processor to replace all bracketed items (e.g., [Company Full Legal Name]) with actual entity data. Ensure all dates and capital amounts are verified against your Articles of Incorporation/Formation.
2. Verify Authority: Ensure the signatory possesses "Actual" or "Apparent" authority to bind the entity. Review your Articles/Bylaws to confirm if Board approval is required for the execution of an Operating Agreement.
3. Execution: Use an e-signature platform like DocuSign or Adobe Sign for audit-trail integrity. Ensure each signatory receives a final, executed PDF copy.
4. Corporate Record Book: File the original signed Agreement in the "Minutes/Governance" section of your Company Record Book.
5. Regulatory Filing: Note that in some jurisdictions, an Operating Agreement is an internal document and need not be filed with the Secretary of State, whereas in others (e.g., New York), limited publication requirements may apply. Verify your specific filing obligations.